Exhibit
10.15


 


ETHANOL
GRAIN PROCESSORS, LLC


A
Tennessee Limited Liability Company


1918
McDonald Road


Rives, Tennessee 38253


 


February 1, 2006


 


Ethanol Capital Management, LLC


Attn: Mr. Scott Brittenham


Rockefeller Center, 7th Floor


1230 Avenue of the Americans


New York, New York 10020


 


Re: Indication of
Interest


 


Dear Mr. Brittenham:


 


Thank you for the interest of Ethanol Capital
Management (“ECM”) in participating in the planned initial public offering (the
“Offering”) of capital units of Ethanol Grain Processors, LLC (the “Company”).


 


As you know, in contemplation of the
Offering, the Company has filed a registration statement on Form SB-2 (SEC file
no. 333-130815) with the SEC. The filing of the registration statement included
a preliminary prospectus dated December 30, 2005. This letter confirms the
delivery of a copy of the registration statement including the preliminary
prospectus to you, and your receipt thereof, on or about January 10th, 2006.


 


NOTICE: A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission but has not yet become effective. These
securities may not be sold nor may offers to buy be accepted prior to the time
the registration statement becomes effective. This communication shall not
constitute an offer to sell or the solicitation of an offer to buy, nor shall
there be any sale of, these securities in any state in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state. To obtain a prospectus, please
contact the company’s Chief Executive Officer, James K. Patterson, by calling
(731) 536-1286. Or by mail at P.O. Box 95, Obion, TN 38240.


 


Subject to the foregoing, we wish to inform
you that the Board of Governors of the Company has approved the following
changes to the Offering:


 


•                  removal of the
early subscription incentives and reduced pricing provided for in the original
registration statement filing, such that all units offered and sold in the Offering
will be at a price of $2.00 per unit; and


 


•                  reduction of the
Offering to a maximum of 31,175,000 units, or $62,350,000.


 


In addition, the Board of Governors has
approved a plan to issue additional units and options to existing unit holders
and option holders on a pro rata basis at an approximately 2.23535:1 ratio,
such that, upon financial closing, the existing unit holders and option holders
will hold 7,000,000 units on a fully diluted basis, with capital accounts equal
to $14,000,000 or $2.00 per unit. Those units do not include (a) the
anticipated issuance of units subscribed for in the Offering, (b) the
anticipated issuance of 1,250,000 units upon closing of the Company’s prior
private escrow offering, or (c) the anticipated issuance of 575,000 units upon
exercise of the Company’s site purchase option with Obion Grain Co. Therefore,
based upon the Company’s current capitalization as adjusted for all of the
anticipated issuances described in this paragraph and assuming the

















 


maximum amount offered in the Offering is
sold, there will be a total of 40,000,000 units outstanding on a fully-diluted
basis at financial closing.


 


As a result of the issuances of units in the
Offering, the prior private escrow offering, and the exercise of the Company’s
site purchase option (assuming the maximum amount offered in the Offering is
sold, the issuances will total 33,000,000 units at $2.00 per unit for total
capital contributions of $66,000,000), the Board also approved a change in the
Offering to provide for a revaluation of the Company’s assets at financial
closing such that the aggregate capital accounts of all unit holders equal
$80,000,000 assuming 40,000,000 units outstanding, or $2.00 per unit, and to
further provide that 100% of the resulting book-up in capital accounts
($10,698,500) will be credited to the capital accounts of the units holders and
option holders immediately prior to financial closing.


 


The issuance of the additional units at
financial closing described herein is necessary to adjust the number of capital
units held by the existing unit holders and option holders such that the number
of capital units held or under option will be 7,000,000 units and will be in
proportion to the aggregate amount of their capital accounts of $14,000,000
following the revaluation.


 


The Board also approved a change to the
Offering to provide that any member who together with affiliates owns more than
50% of the total units outstanding will be entitled to appoint a simple
majority of the number of governors serving on the Company’s Board of
Governors, and that, with the number of governors established as 11 at
financial closing, such member will be entitled to fill and appoint governors
to 6 out of the 11 board seats on the Company’s Board of Governors.


 


Please countersign below to formally indicate
ECM’s interest in subscribing for 20,000,000 capital units, or $40,000,000, in
the Offering under the above terms. We acknowledge that this indication of
interest will be non-binding and that ECM will have no obligation to subscribe
for or purchase any capital units in the Offering. This indication of interest
will not be deemed an offer to purchase any capital units in the Offering.


 


We are preparing an amendment to the
registration statement to incorporate the above changes in the Offering and the
Company’s anticipated capitalization. We will also be preparing
amendments to our operating agreement to incorporate the revaluation and
anticipated capitalization. We hereby inform you that, assuming the registration statement, as amended, is
declared effective by the SEC and subject to applicable state securities laws,
if ECM and/or its affiliates subscribe to purchase 20,000,000 capital units in
the Offering after effectiveness, in accordance with the terms of the amended
registration statement and the final prospectus, the Company will accept the
subscription, subject to all terms and conditions thereof, including
fulfillment of all obligations under such subscription and the related
promissory note, provided that due diligence on ECM and its affiliates and
appropriate disclosure thereof under federal and state securities laws
indicates no past issues or legal proceedings that cause unfavorable disclosure
in connection with the purchase; and provided further that such subscription to
purchase must be received by the Company within 30 days of the date of
effectiveness or April 30, 2006, whichever occurs later.


 


Note that the terms of the preceding sentence
will be null and void unless we receive a countersigned copy of this letter before
5:00 p.m. (CST) on February 1, 2006.


 

















 


Please feel free to contact me with any
further questions you may have regarding Ethanol Grain Processors or its
ethanol project. We look forward to sending you a final prospectus and
subscription materials when available.


 


ETHANOL GRAIN PROCESSORS, LLC


 


 


	
   

  	
  /s/ James K. Patterson

  	
   

  
	
  James K. Patterson

  	
   

  
	
  Chief Executive Officer

  	
   

  



 


 


INDICATION
OF INTEREST:


 


ECM hereby indicates its
interest in subscribing for 20,000,000 capital units, or $40,000,000, in the
Offering under the terms outlined in the foregoing letter. This indication of
interest will be non-binding and ECM will have no obligation to subscribe for
or purchase any capital units in the Offering. This indication of interest will
not be deemed an offer to purchase any capital units in the Offering.


 


ETHANOL CAPITAL MANAGEMENT, LLC


 


 


	
   

  	
  /s/ Scott Brittenham

  	
   

  	
   

  	
  2-1-06

  	
   

  
	
  Signature

  	
  Date

  
	
   

  	
   

  
	
   

  	
  Scott Brittenham

  	
   

  	
   

  
	
  Print Name

  	
   

  
	
   

  	
   

  
	
   

  	
  President & CEO

  	
   

  	
   

  
	
  Title